Boutin Jones INC., Attorneys at Law

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Practices

Banking, Bankruptcy and Creditors’ Rights

Representative Experience

Transactional Matters

The firm represented a regional bank in the acquisition from national banks and private equity firms of single-family residential loan portfolios with an aggregate value in excess of $100 million. The firm assisted in negotiation and documentation of trade confirmations, loan sale and servicing agreements, and assignment and assumption agreements establishing the terms of acquisition, on a “servicing released” basis, of seller-originated and secondary market loans.

We currently assist a major national bank with a real-estate-owned portfolio consisting of a dozen land, office, retail and multi-family properties. We have prepared, and advised the client regarding new leases, lease amendments and easement agreements to position the properties for sale. We have also prepared purchase and sale agreements and other documentation and review required for selling the properties.

We represented a regional bank in connection with a pharmaceutical company’s $11 million shareholder buyout, negotiating a subordination of the company’s debt to the exiting shareholder and a pledge of the company’s shares to secure the loan facility.

The firm recently assisted a private equity firm in the acquisition from a national finance company of a $13 million non-performing loan secured by sixteen real and personal property secured loans. The firm aided in the negotiation and documentation of the loan purchase, the diligence on the loan and the underlying collateral, the structuring of the transaction for tax and business purposes, and the closing of the acquisition.

We represented a regional bank in connection with the negotiation and documentation of the financing of a ground lease and the construction of a medical facility, including the negotiations with the ground lessor, ground lessee and build-to-suit subtenant under the Ground Lease.

Our team represented the lender, CRHMFA Homebuyers Fund, in the development and implementation of a $25 million Moderate Income Retrofit and Conversion Loan Program, including: (i) negotiation of the California Energy Commission grant contract; (ii) the structuring and creation of loan program documentation, vendor contracts and underwriting guidelines; and (iii) the creation of loan servicing guidelines in connection with long term loan program administration. We previously represented the State’s California Integrated Waste Management Board in the design, documentation and implementation of the CIWMB’s award-winning Recycling Marketing Development Loan Program (RMDZ).

Litigation

The firm represented a private lender in successfully obtaining the appointment of a receiver to take possession of an operating restaurant and brewery following default on a $2.3 million carry-back loan. The receiver collected the rents and minimized waste pending the completion of a non-judicial foreclosure. We advised the client in the post-foreclosure sale of the property to an outside investor.

We represented an out-of-state bank in obtaining the appointment of a receiver to take possession of an industrial manufacturing facility and 30 acres of agricultural land following the borrower’s default and discharge in bankruptcy. The receiver obtained Phase I and Phase II environmental site assessments and handled the disposal of potentially hazardous substances at the property before a third-party bidder purchased the property at a non-judicial foreclosure sale.

We represented a publicly traded bank (in a multi-party action resulting from the failure of a major development project) against claims for breach of covenants, constructive trust and specific performance in connection with the bank’s $11 million loan.

The firm successfully prosecuted a claim for recovery of significant losses incurred by a major local banking institution when it discovered that the mortgaged property was encumbered by a senior lien. The firm obtained a favorable ruling on insurance coverage for the losses from the Ninth Circuit Court of Appeals, facilitating a settlement.

Bankruptcy

Members of the firm acted as local counsel for the U.S. affiliate of a multinational agribusiness conglomerate as the “stalking horse” asset purchaser of a major California tomato processing facility, valued at $39 million, in the owner’s Chapter 11.

Members of the firm also acted as local counsel to the “white knight,” a subsidiary of a major mutual fund company, which provided debtor in possession financing and plan exit financing and acquired the debtor’s gold mining operation under a Chapter 11 plan of reorganization.

We litigated a complex multi-loan judicial foreclosure action involving substantive cross-claims for actual and punitive damages for a bank client. After a six week jury trial, the case was concluded with a jury verdict in excess of $6,000,000.00 in favor of our client.

We served as special counsel for the Chapter 11 Trustee in the In re Kobra Properties bankruptcy case (one of the largest bankruptcy cases in the history of the Eastern District of California).

In the context of a complex adversary proceeding in a Chapter 11 proceeding, a member of the firm successfully represented the holder of a first deed of trust securing in excess of $1,000,000 in an action involving an issue of first impression: whether adjudicated groundwater rights in California were real property or personal property. After a determination in favor of the client that the adjudicated water rights were real property, the client was paid approximately $700,000 from the sale proceeds of those rights and the lien priority position of the client was restored and affirmed.

In a Chapter 9 proceeding of national importance, a firm member successfully represented a public entity and obtained the dismissal of one of the Chapter 9 proceedings. See In re County of Orange, 183 B.R. 594 (Bankr.C.D.Cal. 1995). Ultimately, the client received the disbursement of its monies held by the remaining debtor (approximately $1,000,000) and payment for its loss.

Substituting into the case after confirmation of a Chapter 12 plan, a firm member successfully represented a bank client in defeating the modification of a confirmed Chapter 12 plan and thereafter obtained an award of post-dismissal sanctions against the borrowers in excess of $100,000 given the misconduct in the bankruptcy proceeding. See In re Davenport, 175 B.R.355 (Bankr. E.D. Cal. 1994). We also obtained the dismissal of lender liability claims made against the bank by the borrowers in various state court proceedings.